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Basis of Presentation
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
Organization and Nature of Operations
Lonestar Resources US Inc. (“Lonestar” or the "Company") is a Delaware corporation whose common stock is listed and traded on the Nasdaq Global Select Market under the symbol “LONE”. Lonestar is an independent oil and natural gas company focused on the exploration, development and production of unconventional oil, natural gas liquids and natural gas in the Eagle Ford Shale play in South Texas.
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements of Lonestar Resources US Inc., and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements and the notes thereto should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019 filed on April 13, 2020 (the “Form 10-K”). Unless indicated otherwise or the context requires, the terms “we,” “our,” “us,” “Company” or “Lonestar,” refer to Lonestar Resources US Inc. and its subsidiaries.
The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year.  In management’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of our consolidated financial position as of June 30, 2020 and our consolidated results of operations for the three and six months ended June 30, 2020 and June 30, 2019.

Risks and Uncertainties

The COVID-19 pandemic has caused a rapid and precipitous drop in demand for oil, which in turn has caused oil prices to plummet since the first week of March 2020, negatively affecting the Company’s cash flow, liquidity and financial position. These events have worsened an already deteriorated oil market that resulted from the early-March 2020 failure by the group of oil producing nations known as OPEC+ to reach an agreement over proposed oil production cuts. Moreover, the uncertainty about the duration of the COVID-19 pandemic has caused storage constraints in the United States resulting from over-supply of produced oil, which has significantly decreased our realized oil prices in the second quarter of 2020 and potentially beyond. Oil prices are expected to continue to be volatile as a result of these events and the ongoing COVID-19 outbreak, and as changes in oil inventories, oil demand and economic performance are reported. Although some market stabilization occurred in the second quarter of 2020, activity levels for the remainder of 2020 are expected to remain low and the long-term outlook is uncertain.
The current pandemic and uncertainty about its length and depth in future periods has caused the realized oil prices the Company has received since February 2020 to be significantly reduced, adversely affecting its operating cash flow and liquidity. Although the Company has reduced its 2020 capital expenditures budget, the lower levels of cash flow may require it to shut-in production that has become uneconomic in addition to shut-ins of production that the Company performed during the second quarter of 2020 (see below).
The COVID-19 pandemic is rapidly evolving, and the ultimate impact of this pandemic is highly uncertain and subject to change. The extent of the impact of the COVID-19 pandemic on the Company's operational and financial performance will depend on future developments, including the duration and spread of the pandemic, its severity, the actions to contain the disease or mitigate its impact, related restrictions on travel, and the duration, timing and severity of the impact on domestic and global oil demand.
In response to these developments, the Company has implemented the following operational and financial measures:

1.Reduced budgeted 2020 capital spending from $80-$85 million to approximately $65 million, almost all of which was incurred by the end of June 2020;
2.Deferred the remainder of its 2020 drilling program;
3.Implemented cost-reduction measures including negotiations reducing rates for water disposal, chemicals, rentals, and workovers;
4.Shut in or stored a significant amount of production during late-April and all of May 2020, primarily in the Company's Central Eagle Ford Area. These shut-in wells came back online during the first week of June; and
5.Entered into additional commodities derivatives in March 2020 to hedge an additional 2,000 Bbls of oil per day at an average swap price of $41.00 per Bbl and 27,500 Mcf of natural gas per day at an average price of $2.36 per Mcf in 2021. The Company's current oil hedge position covers 7,565 Bbls per day for the second half of 2020, and 7,000 Bbls per day for 2021. The Company's current natural gas hedge position covers 20,000 Mcf per day at a weighted average price of $2.55 for the remaining two quarters of 2020, and 27,500 Mcf per day for 2021 at a weighted average price of $2.36.
Recent Developments

As of June 30, 2020, the Company had total indebtedness of $546.3 million, including $250.0 million of Senior Notes due 2023 (the “11.25% Senior Notes"), $285.0 million under the Company's Credit Facility, $8.8 million under the Company's building loan and $2.2 million for its Paycheck Protection Program ("PPP") loan. As of August 14, 2020, the Company's Credit Facility is drawn to $285.0 million and is subject to a $60.4 million borrowing-base deficiency due to the terms of the Forbearance Agreement (see below).

The Company did not satisfy the consolidated current ratio covenant or the leverage ratio covenant under the Credit Facility as of the June 30, 2020 measurement date and did not make the July 1, 2020 interest payment under the 11.25% Senior Notes (the “Payment Default”) of approximately $14.1 million. Such failures represent events of default under the Company's Credit Facility, and the Payment Default represented an event of default under the 11.25% Senior Notes on July 31, 2020 as the Company did not cure the Payment Default within the 30-day cure period. The Company received a forbearance from the lenders under the Credit Facility until July 31, 2020 for the defaults in the consolidated current ratio covenant as of the March 31, 2020, and June 30, 2020, measurement dates and the leverage ratio covenant as of the June 30, 2020, measurement date and the missed interest payment pursuant to the Forbearance Agreement. On July 31, 2020, the lenders under the Credit Facility agreed to extend the forbearance until August 21, 2020, pursuant to an amendment to the Forbearance Agreement. Also, on July 31, 2020, the Company received a forbearance until August 21, 2020 from certain holders of the outstanding 11.25% Senior Notes for the Payment Default. Despite the forbearances, the defaults under the Credit Facility and the 11.25% Senior Notes are continuing, and will continue, absent a waiver or amendment from the Credit Facility lenders or, in case of the 11.25% Senior Notes, the Payment Default is cured.

Forbearance Agreement — Credit Facility

On July 2, 2020, the Company entered into a Forbearance Agreement, Fourteenth Amendment, and Borrowing Base Agreement with Citibank, N.A., as administrative agent and the lenders party thereto (the “Forbearance Agreement”) with respect to the Credit Facility. Pursuant to the Forbearance Agreement, among other things, (i) the lenders under the Credit Facility agreed to refrain from exercising their rights and remedies under the Credit Facility and related loan documents with respect to certain defaults until July 31, 2020, (ii) the borrowing base was redetermined to $225 million from $286 million, (iii) all proceeds of dispositions and terminations or liquidations of swap agreements shall be used to repay the Credit Facility and shall automatically reduce the borrowing base by the amount of the repayment and (iv) certain exceptions to the covenant restriction on investments shall no longer be available.

On July 31, 2020, the Company and certain of its subsidiaries entered into an amendment with respect to the Forbearance Agreement with the Lenders, pursuant to which the Lenders agreed to extend the stated term of the Forbearance Agreement until August 21, 2020.

The rights of the Credit Facility lenders to exercise rights and remedies resulted from the Company's failure to comply with the current ratio with respect to the quarters ended March 31, 2020 and June 30, 2020, the leverage ratio covenant with respect to the quarter ended June 30, 2020, and the default with respect to the failure to make the interest payment due on July 1, 2020, under the 11.25% Senior Notes.

The Forbearance Agreement can be terminated by the lenders upon (i) the occurrence of any default or event of default under the Credit Facility other than those disclosed above, (ii) the failure of the Company to comply with any of the terms and requirements of the Forbearance Agreement, (iii) the breach of any representation or warranty, (iv) the exercise of any rights by other debt holders relating to foreclosure or acceleration (including acceleration of the 11.25% Senior Notes in the event of default) and (v) the commencement of any bankruptcy proceeding with respect to any loan party. If the Forbearance Agreement terminates and any then-current and ongoing events of default have not been waived or cured, the lenders will be able to accelerate the loans and pursue their rights and remedies.
Forbearance Agreement – 11.25% Senior Notes

On July 31, 2020, the Company entered into a Forbearance Agreement with certain holders holding over 50% of the 11.25% Senior Notes (the “Notes Forbearance Agreement”). Pursuant to the Notes Forbearance Agreement, among other things, those certain holders of the 11.25% Senior Notes (i) agreed to refrain from exercising their rights and remedies with respect to the Payment Default and (ii) request that the trustee under the Indenture not take any remedial action as a result of the Payment Default.

The Notes Forbearance Agreement will terminate and end upon the occurrence of, among other things (i) 6:00 pm (New York City time) on August 21, 2020, (ii) any failure by the Company or its subsidiaries party thereto to perform its obligation under the Notes Forbearance Agreement, (iii) the Company incurs another default or event of default under the Indenture, other than the Payment Default, and (iv) the termination of the Forbearance Agreement. If the Notes Forbearance Agreement terminates and any then-current and ongoing events of default have not been waived or cured, the outstanding 11.25% Senior Notes may be accelerated. Despite the Notes Forbearance Agreement, the Payment Default still represents an ongoing event of default.

Borrowing Base Redetermination

As of March 31, 2020, the borrowing base and lender commitments for the Credit Facility were $290 million. The borrowing base was lowered to $286 million on June 11, 2020 as part of the Thirteenth Amendment (see Note 7. Long-Term Debt), and the borrowing base was later redetermined to $225 million from $286 million pursuant to the Forbearance Agreement on July 2, 2020, which created a deficiency between the outstanding amount borrowed under the Company's revolving credit facility and the borrowing base. The outstanding balance under the Credit Facility was $285 million as of July 2, 2020 which represents a borrowing deficiency of $60.4 million. The Company is obligated to pay the deficiency within 60 days after July 2, 2020 due to the Credit Facility being in a state of default at the time of the deficiency, as noted below.
Going Concern
The Company has concluded that these circumstances create substantial doubt regarding its ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The Company does not anticipate maintaining compliance with the consolidated current ratio covenant and leverage ratio covenant under its Credit Facility over the next twelve months and is currently in forbearance with the Credit Facility and 11.25% Senior Notes until August 21. If the Company is unable to reach an agreement with its lenders, the lenders of the Credit Facility may choose to accelerate repayment, in addition to the $60.4 million due from the current borrowing base deficiency noted above, which in turn may result in an event of default and an acceleration of the 11.25% Senior Notes, which have a $14.1 million interest payment that was due and unpaid on July 1, 2020 (see below) that separately represents a current event of default. The Company does not currently have sufficient liquidity to repay such indebtedness, including the current borrowing base deficiency and unpaid interest payment, and is currently in talks with its lenders to restructure its existing debt obligations.

The Company cannot provide any assurances that it will be successful in restructuring of existing debt obligations, and if the Company is unsuccessful in its efforts to restructure and obtain new financing, it may be necessary for it to seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”), or an involuntary petition for bankruptcy may be filed against it.
Impairment of Long-Lived Assets
The carrying value of long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When it is determined that the estimated future net cash flows of an asset will not be sufficient to recover its carrying amount, an impairment loss must be recorded to reduce the carrying amount to its estimated fair value. Judgments and assumptions are inherent in management’s estimate of undiscounted future cash flows and an asset’s fair value. These judgments and assumptions include such matters as the estimation of oil and gas reserve quantities, risks associated with the different categories of oil and gas reserves, the timing of development and production, expected future commodity prices, capital expenditures, production costs, and appropriate discount rates.
The Company evaluates impairment of proved and unproved oil and gas properties on a region basis. On this basis, certain regions may be impaired because they are not expected to recover their entire carrying value from future net cash flows. As a result of this evaluation, the Company recorded impairment oil and gas properties of $199.9 million for the three months ended March 31, 2020, of which $199.0 million was proved and $0.9 million was unproved. The impairment was the result of removing development of PUD and probable reserves from future net cash flows as the Company cannot assure that they will be developed going forward in light of continued depressed commodity prices and uncertainty regarding the Company's liquidity situation. There were no events or changes in circumstances during the three months ended June 30, 2020 that indicate the carrying value may not be recoverable. However, if pricing remains depressed, it is reasonably likely that the Company may have to record impairment of its oil and gas properties in the future.
CARES Act

On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to provide certain taxpayer relief as a result of the COVID-19 pandemic. The CARES Act included several favorable provisions that impacted income taxes, primarily the modified rules on the deductibility of business interest expense for 2019 and 2020, a five-year carryback period for net operating losses generated after 2017 and before 2021, and the acceleration of refundable alternative minimum tax credits. The CARES Act did not materially impact the Company's effective tax rates for the three and six months ended June 30, 2020.

The Company applied for, and received, a loan under the Paycheck Protection Program during the second quarter of 2020 in the amount of $2.2 million. The application for this loan required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of this loan, and the forgiveness of the loan, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria. Because the details for forgiveness of the loan are still being developed by the Small Business Administration and analyzed by the Company, the Company cannot be certain as to the amount, if any, of the loan that will be forgiven. The PPP loan bears interest of 1% and, if not forgiven, has a maturity date of May 8, 2022.
Net (Loss) Income per Common Share
The two-class method is utilized to compute earnings per common share as our Class A Participating Preferred Stock (the "Preferred Stock") is considered a participating security. Under the two-class method, losses are allocated only to those securities that have a contractual obligation to share in the losses of the Company. The Preferred Stock is not obligated to absorb Company losses and accordingly is not allocated losses. Net income attributable to common stockholders is allocated between common stock and participating securities based on the weighted average number of common shares and participating securities outstanding for the period.

Basic earnings per share is computed by dividing the allocated net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Diluted earnings per share is computed similarly except that the denominator is increased to include dilutive potential common shares. Potential common shares consist of warrants, equity compensation awards and Preferred Stock. In certain circumstances adjustment to the numerator is also required for changes in income or loss resulting from the potential common shares. Basic weighted average common shares exclude shares of non-vested restricted stock. As these restricted shares vest, they will be included in the shares outstanding used to calculate basic earnings per share
The following is a reconciliation of basic and diluted earnings per share:
.
Three Months Ended June 30,Six Months Ended June 30,
In thousands, except shares and per-share data2020201920202019
Numerator- Basic and Diluted
Total net (loss) income attributable to common stockholders$(42,901) $11,177  $(155,950) $(49,451) 
Less: allocation to participating securities—  (4,310) —  —  
Net (loss) income attributable to common stockholders$(42,901) $6,867  $(155,950) $(49,451) 
Denominator - Basic and diluted
Weighted average number of common shares25,307,714  24,924,169  25,154,151  24,811,895  
Earnings per share
Basic$(1.70) $0.28  $(6.20) $(1.99) 
Diluted$(1.70) $0.28  $(6.20) $(1.99) 

For the periods presented, there were no differences between the basic and diluted weighted average common shares. The following securities could potentially dilute earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been antidilutive:
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Preferred stock17,101,727  15,645,368  16,913,597  15,474,214  
Warrants760,000  760,000  760,000  760,000  
Stock appreciation rights1,010,000  1,010,000  1,010,000  1,010,000  
Restricted stock units970,866  1,553,526  1,369,164  1,259,682  

Recent Accounting Pronouncements

Reference Rate Reform.  In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions to ease financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) or another reference rate to alternative reference rates. The amendments in this ASU are effective beginning on March 12, 2020, and an entity may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related footnote disclosures.

Income Taxes.  In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The objective of ASU 2019-12 is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and early adoption is permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related footnote disclosures.

Financial Instruments — Credit Losses. In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, and requires the use of a new forward-looking expected loss model that will result in the earlier recognition of allowances for losses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022 for Smaller Reporting Companies, which the Company currently is classified as, and interim periods within those fiscal years, and early adoption is permitted. Entities must adopt the amendment using a modified retrospective approach to the first reporting period in which the guidance is effective. The
adoption of ASU 2016-13 is currently not expected to have a material effect on the Company's consolidated financial statements